NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATESTORONTO, Dec. 06, 2017 — Canada House Wellness Group Inc. (CSE:CHV) (“Canada House” or the “Company”) announces that due to overwhelming investor interest, it has once again increased the size of its financing from $4 million of unsecured convertible debenture units (“Units”) to $8,609,000 and announces that it has closed on such amount (the “Offering”), representing 8,609 units.Chairman Larry Bortles expressed his gratitude for all the new investors’ confidence in the Company’s business plan and in its professional management team.Each Unit is comprised of: (i) $1,000 principal amount of 8.5% unsecured convertible debentures (“Convertible Debentures“) in the capital of the Company with a maturity date (“Maturity Date“) of four years from the date of issuance; and (ii) 5,263 detachable common share purchase warrants of the Company (each, a “Warrant“).Each Convertible Debenture is convertible at the holder's option into fully-paid common shares of the Company (each, a “CD Share”) at any time prior to the Maturity Date at a conversion price of $0.19 per Common Share if converted within the first 12 months following the Closing Date and at a conversion price of $0.40 per Common Share if converted at any time following the date that is 12 months and one day following the closing date of the Offering, being a ratio initially of 5,263 CD Shares per $1,000 principal amount of Convertible Debentures.Each Warrant is exercisable into one common share of the Company (each, a “CD Warrant Share”) at an exercise price of $0.30 for a period of 12 months; at an exercise price of $0.40 from 12 months to 24 months; at an exercise price of $0.60 from 24 months to 36 months; and at an exercise price of $0.80 from 36 months to 48 months following the closing date of the Offering.The Company paid finders’ fees to appropriately registered entities in respect of investors introduced to the Company by such finders in the aggregate amount of $284,560. The Company also issued in aggregate 1,497,644 warrants having terms substantially similar to the Warrants in respect of subscriptions introduced to the Company by such finders.Of the subscriptions received by the Company, $1,500,000 was in respect of amounts due on unsecured loans previously advanced to the Company by shareholders of the Company.The net cash proceeds from the financing of $6,824,440 are expected to be used to provide capital for improvements and equipment at the Abba Medix grow facility; clinic expansion capital for the Company’s Marijuana For Trauma division; R&D capital for its Knalysis Technologies division; support of MFT’s new client acquisition program implementation; and for general working capital purposes.The Convertible Debentures and Warrants (including Warrants issued to finders) issued pursuant to the Offering, and any common shares issued on the conversion of the Convertible Debentures or exercise of the Warrants will be subject to a statutory hold period in Canada of four months and one day following the closing of the Offering in accordance with applicable securities laws. Additional resale restrictions may be applicable under the laws of other jurisdictions, if any.Certain subscribers under the Offering, including the shareholders whose subscriptions were in respect of the previously advanced unsecured loans, were “related parties” to the Company and, accordingly, the Offering may be deemed to be a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).Other than subscription agreements between such related parties and the Company relating to the issuance of the Units pursuant to the Offering, the Company has not entered into any agreement with an interested party or a joint actor with an interested party in connection with the Offering.The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(1)(a)) as the fair market value of the related party transactions are not more than 25% of the market capitalization of the Company.This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, and these securities will not be offered or sold in any jurisdiction in which their offer or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws of the United States. Accordingly, these securities will not be offered or sold to persons within the United States unless an exemption from the registration requirements of the 1933 Act and applicable state securities laws is available.Canada House Wellness Group Inc.Canada House is the parent company of Marijuana for Trauma Inc., Knalysis Technologies and Abba Medix Corp. The Company's goal is to become a marketplace leader through strategic partnerships, mergers, and acquisitions to create a fully integrated cannabis therapy company. For more information please visit http://www.canadahouse.ca or www.sedar.com.Cautionary Statement Regarding Forward-Looking Information. Certain statements within this news release pertaining to the Company constitute “forward-looking statements”, within the meaning of applicable securities laws, including without limitation, statements regarding future estimates, business plans and/or objectives, sales programs, forecasts and projections, assumptions, expectations, and/or beliefs of future performance, are “forward-looking statements”. Such “forward-looking statements” involve known and unknown risks and uncertainties that could cause actual and future events to differ materially from those anticipated in such statements. Forward-looking statements include, but are not limited to, statements with respect to the anticipated effects of the financing, regulatory changes, timeliness of government approvals for the granting of permits and licenses, changes in medical marijuana prices, actual operating performance of facilities, competition and other risks affecting the Company in particular and the medical marijuana industry generally, including those set out in the Company’s public disclosure record. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
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